ASSYSTEM_Registration_Document_2017

ANNUAL GENERAL MEETING OF 16 MAY 2018 PURPOSE OF THE PROPOSED RESOLUTIONS

TWELFTH RESOLUTION – SHARE BUYBACK PROGRAMME Purpose

In the 12 th resolution , shareholders are invited to renew, for an 18-month period, the authorisation for the Board of Directors to buy back Assystem shares on behalf of the Company, either directly or indirectly, for a maximum purchase price of €35 per share. The total amount that could be invested in this share buyback programme would be €25 million and the shares bought back could not exceed 10% of the Company’s capital. The objectives of the share buyback programme are listed in the twelfth resolution below and in the description of the programme that is available on the Company’s website. This new authorisation would supersede the authorisation previously granted for the same purpose.

8.2.2

EXTRAORDINARY RESOLUTIONS

SUMMARY TABLE OF AUTHORISATIONS SOUGHT AT THE 16 MAY 2018 AGM

Authorisation

Ceiling Duration (expiry date)

To reduce the Company's capital through the cancellation of shares purchased under share buyback programmes. (13 th resolution) To increase the Company's capital through the issuance of shares and/or securities carrying rights to shares, with pre-emptive subscription rights. (14 th resolution) To increase the Company's capital through the issuance of shares and/or securities carrying rights to shares, without pre-emptive subscription rights. (15 th resolution) To increase the Company's capital through the issuance of shares and/or securities carrying rights to shares, without pre-emptive subscription rights, by way of a private placement. (16 th resolution) To set the issue price for issues of shares and/or securities carrying rights to shares carried out without pre-emptive subscription rights, subject to a ceiling of 10% of the Company's capital as well as the ceilings provided for at the AGM. (17 th resolution) To increase the amount of issues carried out with or without pre-emptive subscription rights pursuant to the 14 th to 16 th resolutions. (18 th resolution) To set a blanket ceiling for the overall amount by which the Company’s capital may be increased (pursuant to the 14 th , 15 th , 16 th and 18 th resolutions). (19 th resolution) To increase the Company's capital by capitalising share premiums, reserves, profit or other eligible items. (20 th resolution) To issue BSAAR or BSA stock warrants (without pre-emptive subscription rights) to employees and officers of the Company and its subsidiaries. (22 nd resolution) To set a blanket ceiling on the issues carried out pursuant to the 21 st and 22 nd resolutions. (23 rd resolution) To increase the Company's capital through the issuance of shares and/or securities carrying rights to shares for members of a company or Group savings plan. (24 th resolution) To award free shares/performance shares (existing or newly-issued shares) (21 st resolution)

Cancellation capped at 10% of the shares making up the Company's share capital at the transaction date Maximum nominal amount of capital increase(s): €4,500,000

18 months (up to 16/11/2019)

26 months (up to 16/07/2020)

Maximum nominal amount of capital increase(s): €3 million

26 months (up to 16/07/2020)

Maximum nominal amount of capital increase(s): €1,500,000

26 months (up to 16/07/2020)

10% of the Company's share capital per 12-month period, and subject to the ceilings provided for at the AGM

26 months (up to 16/07/2020)

Up to 15% of the original issue

26 months (up to 16/07/2020)

€4,500,000 maximum nominal amount for issues of shares and €45 million maximum nominal amount for issues of debt securities Maximum nominal amount of capital increase(s): €15 million 3% increase in the nominal amount of the Company’s capital at the award date €470,046, representing a maximum total of 470,046 shares, i.e. 3% of the Company’s capital

26 months (up to 16/07/2020)

26 months (up to 16/07/2020)

38 months (up to 16/07/2021)

18 months (up to 16/11/2019)

Ceiling: 940,092 shares

Same period as that in the resolution concerned

Maximum nominal amount of 1% of the Company's capital at the issue date

26 months (up to 16/07/2020)

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ASSYSTEM

REGISTRATION DOCUMENT 2017